Merchant Terms

1. Merchant Eligibility

To join the Haybi platform as a partner merchant, businesses must provide accurate, complete, and up-to-date information during the registration process. Required information may include:

• Business name
• Location, including address and GPS coordinates
• Contact details, including phone number and email address
• Type of services or products offered

Haybi is operated by AyalonPlus Technologies Private Limited. These Merchant Terms govern the relationship between AyalonPlus Technologies Private Limited and businesses using the Haybi platform.

AyalonPlus reserves the right to approve, reject, suspend, or remove any business application or merchant account at its sole discretion, and is not required to provide a reason for such decision. Approval is not guaranteed even where all requested information has been submitted.

Merchants must ensure that all registration and account information remains accurate and current at all times. AyalonPlus may suspend or remove a merchant account if any information provided is false, misleading, incomplete, or outdated.

2. Offers and Promotions

Merchants are solely responsible for all offers, promotions, discounts, rewards, and related representations they publish through the Haybi platform.

When creating an offer, merchants must:

• Clearly describe the offer: The terms, value, limitations, validity period, and any conditions of the offer must be stated in clear language so that users understand exactly what they are entitled to receive.
• Honor the offer: When a user validly redeems an offer through the platform, the merchant must fulfil the offer exactly as described. Repeated refusal to honor valid redemptions may result in suspension or removal from the platform.
• Ensure validity and availability: Offers must be genuine, lawful, and actually available during the stated time period. Publishing an offer that cannot be fulfilled, is misleading, or is no longer available is a violation of these Merchant Terms.

Merchants may modify or remove their offers at any time. However, any offer that was validly redeemed by a user before modification or removal must still be honored by the merchant in accordance with the terms that applied at the time of redemption.

AyalonPlus is not responsible for disputes arising from merchant offers, including disputes relating to pricing, availability, redemption, exclusions, or fulfillment. The merchant bears full responsibility for the accuracy, legality, and fulfillment of its offers.

3. Responsibility for Products and Services

AyalonPlus provides a platform that enables merchants to promote their businesses, connect with users, and publish offers. AyalonPlus does not produce, manufacture, sell, supply, distribute, verify, inspect, or endorse any products or services offered by merchants.

Each merchant is fully and solely responsible for:

• The quality, safety, legality, and accuracy of all products and services offered through or promoted on the platform
• The customer service provided to Haybi users
• Any disputes, complaints, claims, returns, refunds, or liabilities arising from products or services
• Compliance with all applicable laws, regulations, licenses, and industry requirements, including consumer protection, food safety, health, tax, advertising, and licensing laws

AyalonPlus is not responsible for any problems, losses, injuries, damages, or disputes arising between merchants and users. Users seeking resolution for issues relating to a merchant's products or services must contact the merchant directly.

4. Fraud Prevention

Merchants must not manipulate, exploit, interfere with, or abuse the Haybi platform, its rewards system, its analytics, or any platform feature.

The following activities are strictly prohibited and may result in immediate suspension or removal from the platform:

• Fake redemptions: Processing, recording, or facilitating redemptions that did not genuinely occur, including fabricating visits, purchases, check-ins, or reward claims.
• Fake user accounts: Creating, registering, or assisting with fictitious or misleading user accounts in order to generate points, increase redemptions, inflate check-in counts, or manipulate rankings or performance metrics.
• Artificial engagement: Using any method to artificially increase a merchant's check-in counts, rankings, visibility, ratings, or rewards activity, including coordinated fake activity.
• Collusion or abuse of reward mechanics: Working with users, employees, contractors, or third parties to exploit the platform's intended mechanics for unfair financial gain or misuse.
• Misuse of platform infrastructure: Attempting to access, test, interfere with, scrape, copy, reverse-engineer, or disrupt platform systems, APIs, data, dashboards, or security mechanisms.

AyalonPlus may use automated systems, manual reviews, audits, and internal investigation procedures to identify suspicious or fraudulent activity.

If fraud, abuse, manipulation, or suspicious activity is detected or reasonably suspected, AyalonPlus may, at its sole discretion:

• Immediately suspend the merchant account pending review
• Permanently remove the business from the platform
• Reverse or cancel any rewards, benefits, redemptions, points, credits, rankings, or other advantages obtained through fraud, abuse, or technical error
• Restrict access to platform tools or analytics
• Report the matter to relevant authorities, payment partners, or law enforcement where appropriate

AyalonPlus also reserves the right to correct, reverse, cancel, or invalidate rewards, redemptions, check-ins, or related benefits that were issued due to technical errors, bugs, exploits, system misuse, or incorrect merchant activity.

All fraud and enforcement decisions made by AyalonPlus are final, except where AyalonPlus chooses to review the matter further in its discretion.

5. Data and Analytics

As a partner merchant, a business may receive access to aggregated insights relating to customer engagement, offer performance, check-in patterns, and other analytics generated through the platform.

Such analytics are provided for general business insight purposes only. AyalonPlus does not guarantee that analytics will be complete, error-free, continuously available, or suitable for any specific business decision.

Merchants agree that:

• Analytics and reporting provided by AyalonPlus are for the merchant's internal business use only
• Analytics data may not be sold, sublicensed, disclosed, or transferred to third parties except where legally permitted and expressly authorized
• Merchants may not misuse customer data obtained through the platform for any purpose not consented to by the relevant user
• Merchants may not contact, solicit, remarket to, or otherwise engage Haybi users outside the platform without the user's explicit prior consent and a valid legal basis where required by law
• Any attempt to identify individual users from aggregated analytics, combine platform data with external data for identification, or extract personal data beyond what is authorized is strictly prohibited

AyalonPlus may collect, use, process, and analyze platform and merchant activity data for platform operations, fraud prevention, product improvement, analytics, business intelligence, legal compliance, and marketing of the Haybi platform, subject to applicable law.

AyalonPlus intends to comply with applicable data protection laws. Merchants must handle any personal data in accordance with applicable law, including India's Digital Personal Data Protection Act, 2023, and any other applicable privacy or data protection legislation.

6. Merchant Content and Branding

Merchants may upload, submit, publish, or display content on the platform, including business names, logos, descriptions, offers, images, promotional materials, menus, pricing details, and related content.

Merchants are solely responsible for ensuring that any content they provide:

• Is accurate, lawful, and not misleading
• Does not infringe the intellectual property, privacy, publicity, or other rights of any third party
• Complies with applicable advertising, promotional, and consumer protection laws
• Does not contain unlawful, defamatory, fraudulent, abusive, deceptive, or inappropriate material

By submitting or publishing content on the platform, merchants grant AyalonPlus a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, publish, distribute, and use such content solely for the purpose of operating, improving, marketing, and promoting the Haybi platform and related services.

This may include use on the Haybi website, mobile applications, social media, investor materials, merchant showcases, promotional campaigns, and other marketing materials related to the platform.

Merchants represent and warrant that they have all rights, permissions, and authority necessary to grant the above license and to provide the content to AyalonPlus.

7. Platform Changes and Updates to Terms

AyalonPlus may, at any time and in its sole discretion, update, modify, suspend, limit, or discontinue any aspect of the Haybi platform, including but not limited to:

• Platform features and functionality
• Pricing, subscription plans, or promotional tools
• Rewards mechanics, points values, redemption rules, or eligibility logic
• Merchant dashboard tools, reports, or analytics
• Store visibility, rankings, discovery mechanisms, or campaign formats

Merchants acknowledge that the platform may evolve over time and that changes may affect how their business appears on the platform or how users interact with offers and rewards.

AyalonPlus may also update these Merchant Terms from time to time. Where reasonably practicable, AyalonPlus will attempt to provide notice of material changes. However, a merchant's continued use of the platform after updated terms become effective constitutes acceptance of those updated Merchant Terms.

If a merchant does not agree to a change, the merchant must stop using the platform and may terminate participation in accordance with Section 10.

8. Payments and Fees

Participation in the Haybi platform may be free, discounted, promotional, or subject to pricing determined by AyalonPlus.

AyalonPlus reserves the right to introduce, modify, or remove subscription fees, promotional fees, advertising fees, service charges, commission structures, or other pricing arrangements for merchants at any time.

If new fees or material pricing changes are introduced, AyalonPlus will endeavor to provide advance notice. Continued use of the platform after such pricing becomes effective constitutes acceptance of the updated pricing.

Merchants are responsible for paying all applicable fees, taxes, levies, and government charges associated with their use of the platform, except for taxes based solely on AyalonPlus's own income.

Failure to pay applicable fees when due may result in restricted access, suspension, or removal of the merchant account.

Unless expressly stated otherwise in writing, all fees paid to AyalonPlus are non-refundable.

9. Account Suspension

AyalonPlus reserves the right to suspend, restrict, or permanently remove any merchant account or merchant access to the platform at its sole discretion.

Grounds for suspension or removal may include, without limitation:

• Violation of these Merchant Terms
• Repeated refusal to honor valid redemptions or offers
• Suspected or confirmed fraud, abuse, manipulation, or misuse of the platform
• Failure to maintain accurate merchant information
• Conduct that harms users, other merchants, AyalonPlus, or the reputation, integrity, or security of the platform
• Legal, regulatory, compliance, or safety concerns
• Failure to pay applicable fees

Where feasible, AyalonPlus may attempt to notify the merchant before taking action. However, AyalonPlus may act immediately, without prior notice, where fraud is suspected, user safety is at risk, technical integrity is threatened, or urgent legal or compliance action is required.

Merchants that believe a suspension was applied in error may contact AyalonPlus at partners@ayalonplus.com to request a review. AyalonPlus may review such requests in its discretion. Any final decision made by AyalonPlus regarding suspension or reinstatement will be binding.

10. Termination

A merchant may terminate its participation in the Haybi platform at any time by giving written notice to AyalonPlus.

Upon termination:

• The merchant's offers, profile, and platform presence may be removed or disabled
• Users may no longer be able to view or redeem the merchant's future offers
• Any offer or reward that was validly redeemed prior to termination must still be honored by the merchant, unless otherwise required by law or expressly approved in writing by AyalonPlus

AyalonPlus may terminate a merchant's participation at any time in accordance with these Merchant Terms.

Termination does not relieve the merchant of liabilities, obligations, payment responsibilities, indemnity obligations, or commitments that arose before termination or that by their nature should survive termination.

11. Indemnification

The merchant agrees to indemnify, defend, and hold harmless AyalonPlus Technologies Private Limited and its directors, officers, employees, contractors, affiliates, representatives, licensors, and partners from and against any and all claims, actions, demands, proceedings, damages, judgments, losses, liabilities, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or related to:

• The merchant's products, services, premises, business operations, or customer interactions
• Any offer, promotion, representation, advertisement, or content published by the merchant
• Any breach of these Merchant Terms
• Violation of applicable law, regulation, license condition, or third-party rights
• Any dispute, injury, complaint, refund demand, consumer claim, or regulatory action relating to the merchant

This indemnity survives suspension, termination, or removal of the merchant account.

12. Force Majeure

AyalonPlus will not be liable for any delay, interruption, failure, or reduced performance of the platform caused by events beyond its reasonable control.

Such events may include, without limitation:

• Natural disasters or acts of God
• Fire, flood, earthquake, pandemic, epidemic, or public emergency
• War, terrorism, civil unrest, labor disputes, or governmental action
• Regulatory changes or legal restrictions
• Internet, cloud, hosting, telecommunications, power, or infrastructure failures
• Cyberattacks, malicious code, denial-of-service attacks, or security incidents
• Failures of third-party vendors, service providers, or technology partners

During such events, AyalonPlus may suspend or limit access to the platform without liability.

13. Limitation of Liability

To the maximum extent permitted by applicable law, the Haybi platform is provided on an "as is" and "as available" basis.

AyalonPlus disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted or error-free availability.

To the maximum extent permitted by law:

• AyalonPlus is not responsible for losses, damages, liabilities, or disputes arising from a merchant's use of the platform
• AyalonPlus does not guarantee any minimum number of check-ins, redemptions, user visits, user engagement events, conversions, sales, or revenue
• AyalonPlus is not liable for lost profits, lost revenue, reputational harm, business interruption, loss of goodwill, data loss, indirect damages, incidental damages, special damages, exemplary damages, punitive damages, or consequential damages
• AyalonPlus is not responsible for the conduct, acts, omissions, fraud, negligence, or behavior of users, third parties, or other merchants, whether online or at a merchant's premises
• AyalonPlus is not liable for platform downtime, bugs, errors, fraud detection actions, feature changes, reward reversals, account suspension, content removal, technical failures, or third-party service interruptions

To the extent any liability is nevertheless imposed on AyalonPlus despite the above, AyalonPlus's aggregate liability to a merchant for any claim arising out of or related to the platform or these Merchant Terms will not exceed the total amount actually paid by that merchant to AyalonPlus in the three (3) months preceding the event giving rise to the claim, or INR 10,000, whichever is lower.

Nothing in these Merchant Terms limits liability to the extent such limitation is prohibited by applicable law.

14. Governing Law

These Merchant Terms are governed by and construed in accordance with the laws of India, without regard to conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to these Merchant Terms or a merchant's use of the Haybi platform shall be subject to the exclusive jurisdiction of the competent courts located in Bangalore, Karnataka, India.

Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve the dispute through informal negotiation.

15. Contact Us

If you have any questions about these Merchant Terms or your merchant account, please contact: